A foreign-owned company in Vietnam rests on two certificates: the Investment Registration Certificate (IRC), which records the investment project, and the Enterprise Registration Certificate (ERC), which creates the company. Since 1 March 2026 the Law on Investment 143/2025/QH15 lets a foreign investor incorporate first and obtain the IRC afterwards, provided it meets the market access conditions for foreign investors at incorporation (Article 19(2)); the traditional order, IRC first and ERC second, remains available. For a project that does not need investment policy approval, the investment registration authority issues the IRC within 10 working days of a valid file (Article 39(3) of Decree 96/2026/ND-CP); the business registration office issues the ERC within 3 working days (Article 26(5) of the Law on Enterprises).
If you are trying to set up a company in Vietnam as a foreigner, be careful with older guides. Many still rely on Law on Investment 61/2020/QH14 and Decree 31/2021/ND-CP, with a 15-day IRC deadline. Both ceased to apply on 1 March 2026, except that Article 7 and Annex IV of the 2020 Law ran until 1 July 2026 (Article 51(4) of Law 143/2025; Article 111(3)(a) of Decree 96/2026). This guide follows the decisions in the order an investor actually takes them. For the concepts, see the handbook entries on the IRC and the FDI company.
Foreign-owned company in Vietnam: does the IRC have to come first?#
Before you prepare any documents to set up a company in Vietnam as a foreigner, work through these questions in order. The first "yes" sets your route.
| # | Question | If yes | Basis |
|---|---|---|---|
| 1 | Are you buying into an existing Vietnamese company rather than forming a new one? | No IRC; you may need to register the capital contribution or share purchase before the members or shareholders change | Article 26(2)(c); Article 21(3), Law on Investment |
| 2 | Is the business line in Section A of Annex I to Decree 96/2026? | Foreign investors may not invest in it | Article 17(2), Decree 96/2026 |
| 3 | Does the project need investment policy approval? | Usually approval first, then the IRC, then the ERC | Article 29(1), Law on Investment; Article 38, Decree 96/2026 |
| 4 | Is the line in Section B of Annex I, or are you unsure the conditions are met? | We recommend IRC first | Article 39(3)(dd), Decree 96/2026 |
| 5 | Is the project inside an industrial park, export processing zone, high-tech park, digital technology park, free trade zone, functional area of an economic zone or international financial centre? | You may choose the special investment procedure, with the IRC in 15 working days | Article 28, Law on Investment; Articles 46 and 47, Decree 96/2026 |
| 6 | Is the line open, and do you need the company quickly? | You may incorporate first, with a commitment and a 12-month deadline | Article 19(2), Law on Investment; Article 72, Decree 96/2026 |
Question 1 is a separate route, covered in our guide to a foreign investor buying shares or an LLC stake. Question 5 is optional and excludes the projects listed in Article 46(1) of Decree 96/2026; the conditions, commitments and inspections of that route are covered in our guide to the special investment procedure. Row 4 is our recommendation, not a rule of law.
For a foreign-owned company in Vietnam, two definitions matter. A foreign investor is an individual of foreign nationality or an organisation established under foreign law (Article 3(19) of the Law on Investment). Projects of foreign investors, and projects of companies in which foreign investors hold more than 50% of charter capital, require an IRC (Article 26(1); Article 20(1)). So a 100% foreign-owned company and a joint venture with a Vietnamese partner follow the same procedure; what changes is the charter and, in sectors with a foreign ownership cap, the split.
Is the sector open to a foreign-owned company in Vietnam?#
Checking the sector is the first step for any foreign-owned company in Vietnam. Foreign investors have the same market access as domestic investors except for the business lines in the list of lines with restricted market access (Article 8(1) of the Law on Investment; Article 17(1) of Decree 96/2026), which is now Annex I to Decree 96/2026 (Article 15(1)):
- Section A: 23 lines closed to foreign investors, including press and news gathering, fishing or harvesting seafood, investigation and security services, and travel agency services other than international inbound tours (item 23).
- Section B: 62 lines open on conditions, including advertising (item 6), real estate business (item 19), trading in goods and directly related activities (item 23), logistics (item 43) and intermediary e-commerce platforms (item 56).
Conditions can cover the foreign ownership ratio, the form of investment, the scope of activities, and the capacity of the investor or its partners (Article 8(3) of the Law on Investment); they are published on the National Investment Information Portal (Article 18(1) of Decree 96/2026). An investor in several Annex I lines must meet all of their conditions (Article 17(6)). How to check each condition, including WTO and FTA commitments, is covered in market access conditions for foreign investors.
A second, separate layer applies to every investor: conditional business lines. Annex IV to the Law on Investment took effect on 1 July 2026 (Article 51(2)); from 1 July 2026 until 28 February 2027 the 142-line list of Resolution 66.17/2026/NQ-CP applies (Article 6(1)); from 1 March 2027 Law 24/2026/QH16 replaces Annex IV with a new list (Article 1(2), Article 2(1)). Our handbook entry on conditional business lines shows how the two layers interact.
Which projects need investment policy approval first?#
Article 24 of the Law on Investment lists 20 categories. Three come up most for foreign investors: projects of foreign investors in telecommunications services with network infrastructure, afforestation, publishing or press (clause 7, approved by the Prime Minister under Article 25(2)(a)); projects asking the State to allocate or lease land without auction or tender, or to change land use (clause 8, subject to the exceptions in points (a) to (d)); and housing, urban, golf, industrial park infrastructure and other large projects in clauses 11 to 18. Leasing an existing office or factory from a private landlord does not normally fall under clause 8, because the investor is not asking the State for land. See the handbook entry on investment policy approval.
At provincial level, the investment registration authority prepares its appraisal report within 14 working days of a valid file and the Chairperson of the provincial People's Committee decides within 3 working days (Article 35(7)(d) and (8) of Decree 96/2026); a zone management board takes 17 working days in total (Article 35(10)(d)). When policy approval is given together with approval of the investor, the IRC follows within 5 working days of receiving the decision (Article 38(1)(a)). Projects approved by the Prime Minister or the National Assembly follow longer procedures.
IRC first: the traditional route to a foreign-owned company in Vietnam#
This route suits conditional sectors, projects needing policy approval, or any investor that wants certainty about the project before the company exists.
Step 1: declare online. The investor declares the project on the National Investment Information System and must file within 10 working days of the declaration, after which the declaration lapses (Article 41(1) of Decree 96/2026).
Step 2: file the IRC application with the right authority. The management board handles projects inside industrial parks, export processing zones, high-tech parks, digital technology parks and economic zones; the provincial Department of Finance handles projects outside them; projects in two or more provinces, straddling a zone boundary, or in a zone with no board go to the authority where the investor places its project office (Article 27 of the Law on Investment; Article 36 of Decree 96/2026). The file follows Article 32(1) of Decree 96/2026, applied by Article 39(1):
- An application to implement the investment project.
- Proof of legal status: a valid copy of the passport for an individual; a valid copy of the business registration certificate, certificate of incorporation or equivalent for an organisation (Article 2(13)).
- Proof of financial capacity, at least one of: financial statements for the last 2 years, a financial support commitment from the parent company or a financial institution, a guarantee of financial capacity, or other evidence.
- A project proposal: objectives, scale, capital and funding plan, location, duration, schedule, labour needs, proposed incentives.
- A copy of the land use document or other proof of the right to use the site, typically a lease agreement.
- A technology explanation where the project is subject to technology appraisal, and any sector-specific documents.
Foreign-language documents need a Vietnamese translation, and the investor is liable for any discrepancy (Article 5(2) and (4)).
Step 3: receive the IRC. For an online filing, an incomplete file is notified within 5 working days (Article 43(1)(d) and (2)(d)). The Investment Registration Certificate is issued within 10 working days of a valid file if the project meets all of points (a) to (e) of Article 39(3): not in a prohibited line; a site identified by land documents, a lease or other evidence; consistent with planning; meets any investment-per-area and labour requirements; meets the market access conditions for foreign investors (point dd); and meets technology conditions if the project is subject to consultation on technology. If you file online without a digital signature, the paper file for cross-checking must arrive within 30 days of the notice that the file meets the conditions (Article 43(2)(e) and (g)).
Step 4: incorporate and obtain the Enterprise Registration Certificate (documents below). From the date of the ERC, the company is the investor implementing the project under the IRC (Article 72(2) of Decree 96/2026). The Decree sets no deadline between the IRC and the ERC.
One practical snag: before the company exists, the investor has to sign the lease itself. Founders may sign contracts for the formation and operation of the company before registration; once the ERC is issued the company takes over those rights and obligations, transferred under the Civil Code unless the contract says otherwise (Article 18(1) and (2) of the Law on Enterprises). Put an assignment clause in favour of the company to be formed into the lease.
ERC first: what the faster route costs a foreign-owned company in Vietnam#
Under Article 72(1) of Decree 96/2026 the foreign investor forms the company under enterprise law, and the company then completes the investment procedure for its project. You get a legal entity 3 working days after a valid file, with five strings attached:
- A commitment in the application. The enterprise registration application must include a commitment to meet the market access conditions for foreign investors, and no IRC copy is filed (Article 72(3) of Decree 96/2026; Article 24(6) of Decree 168/2025/ND-CP, added by Article 7 of Decree 296/2026/ND-CP from 23 July 2026).
- 12 months to obtain the IRC for a project matching the registered business lines, counted from incorporation (Article 72(4)).
- No new business lines until the IRC is issued (Article 72(4)).
- No project implementation until the IRC procedure is complete (Article 72(4)).
- A restricted bank account. Before the IRC, the company may open one foreign-currency and/or one dong investment capital account at a single bank, usable only to receive charter capital and interest, pay lawful pre-investment costs, and refund the investors if no IRC is granted (Article 7(3) of Circular 38/2026/TT-NHNN). If the IRC is refused and the capital refunded, the account must be closed (Article 7(5)(a)(ii)).
Article 72 does not say what happens after 12 months without an IRC, nor what counts as "implementing the project". In our reading, leasing an office, recruiting preparatory staff and paying formation costs fall within the pre-investment expenses that Circular 38 allows; signing sales or service contracts with customers risks being treated as implementation. Ask the investment registration authority before any revenue arises.
For a foreign-owned company in Vietnam, the main risk on this route is the commitment itself: if the authority later finds the project does not meet the market access conditions, the IRC is refused and the investor is left with a company it cannot use. In our view, the route fits best where the line is outside Annex I and no policy approval is needed; where approval is needed, the 12 months may run out first.
Documents for the ERC, foreign papers, Apostille and translations#
The enterprise registration file for a foreign-owned company in Vietnam goes to the provincial business registration office where the head office will be (Article 31(1) of Decree 168/2025). An LLC files under Article 21 of the Law on Enterprises, a joint-stock company (JSC) under Article 22:
- The enterprise registration application (with the commitment if you incorporate before the IRC) and the charter.
- The list of members, or the lists of founding shareholders and foreign shareholders, plus the list of beneficial owners where applicable (clause 3 of Articles 21 and 22, amended by Article 1(8) and (9) of Law 76/2025/QH15). A single-member LLC files no member list (Article 24(3) of Decree 168/2025).
- Copies of the legal papers of each individual member, shareholder and legal representative; for an organisation, its legal papers and the appointment of its authorised representative. The legal papers of a foreign organisation must be consularly legalised (Article 21(4)(b) and Article 22(4)(b)).
- A copy of the IRC on the IRC-first route (point (c) of the same clauses). From 23 July 2026 the office retrieves the IRC from the databases and may not ask for a copy if it can find the data; replacing documents with data applies as announced on the National Business Registration Portal (Article 4(7) of Decree 168/2025, added by Article 1(2) of Decree 296/2026).
An LLC with two or more members has 2 to 50 members (Article 46(1)); a single-member LLC is owned by one organisation or individual (Article 74(1)); a JSC needs at least 3 shareholders (Article 111(1)(b)). A single parent forming a 100% foreign-owned company usually picks the single-member LLC; the law does not require any particular form.
Apostille from 11 September 2026. Public documents from a state party to the Apostille Convention that applies the Convention with Vietnam, carrying a valid Apostille, are exempt from consular legalisation, and Vietnamese authorities may not ask for further consular certification (Article 25(2) and (3) of Decree 293/2026/ND-CP). Article 26(1), however, excludes, among other cases, administrative documents dealing directly with commercial or customs operations, and the Decree does not say whether a parent company's certificate of incorporation falls into that group; as of 12 October 2026 we have not seen any guidance on the point. Documents prepared abroad sit outside every statutory deadline, so ask both the investment and the business registration authorities which form they will accept from your country before you start.
For the IRC file, Decree 96/2026 asks only for a "valid copy", meaning a copy from the master register or certified from the original (Article 2(1)), and does not say whether copies made abroad need legalisation. Because the ERC file then requires legalised (or apostilled) papers of a foreign organisation, prepare one set to the stricter standard and use it for both.
Translations. Foreign-language documents in the enterprise registration file need a Vietnamese translation with the translator's signature certified (Article 10(2) of Decree 168/2025, amended by Article 19(1) of Decree 296/2026). Apostilled documents must still be translated, with the translation notarised or certified unless sector law provides otherwise (Article 27(1) of Decree 293/2026).
Filing through an agent. An authorisation to an individual to file need not be notarised (Article 12(1) of Decree 168/2025). For incorporation, both the principal and the agent must complete electronic authentication; if the principal has no electronic identification account, the file includes a copy of the principal's valid passport (Article 12(5), amended by Article 2 of Decree 296/2026). Online filing requires logging in with an electronic identification account (Article 39(1), amended by Article 9 of Decree 296/2026).
Charter capital need not equal the project's investment capital; the company contributes and raises funds on the schedule in the IRC (Article 72(5) of Decree 96/2026). See charter capital versus investment capital.
Foreign-owned company in Vietnam: the statutory timeline#
The table lists only the deadlines that the texts set for each stage of forming a foreign-owned company in Vietnam. Preparing documents abroad, legalisation or Apostille, translation and responding to requests for more information are not included.
| Step | Deadline | Basis |
|---|---|---|
| File the IRC application after the online declaration | Within 10 working days | Article 41(1), Decree 96/2026 |
| Provincial policy approval (if needed) | 14 + 3 working days | Article 35(7)(d) and (8), Decree 96/2026 |
| Policy approval by a zone board (if needed) | 17 working days | Article 35(10)(d), Decree 96/2026 |
| IRC after approval of policy and investor | 5 working days | Article 38(1)(a), Decree 96/2026 |
| Notice of an incomplete IRC file (online filing) | 5 working days | Article 43, Decree 96/2026 |
| IRC, project without policy approval | 10 working days from a valid file | Article 39(3), Decree 96/2026 |
| IRC under the special investment procedure | 15 working days | Article 47(5)(b), Decree 96/2026 |
| ERC | 3 working days | Article 26(5), Law on Enterprises |
| Respond to a request to amend the ERC file | Within 60 days | Article 32(3), Decree 168/2025 |
| Contribute charter capital in full | 90 days from the ERC | Articles 47(2), 75(2), 113(1), Law on Enterprises |
| Obtain the IRC if you incorporated first | 12 months from incorporation | Article 72(4), Decree 96/2026 |
Illustration (assumed facts): a foreign-owned company in Vietnam running a services project outside any industrial zone, no policy approval, IRC first, valid files on first submission. The authorities' deadlines add up to 10 working days for the IRC and 3 for the ERC, 13 working days in all, plus the time you take to file the ERC after receiving the IRC and any time spent amending the file, which does not count towards the authority's deadline (Article 6(1)(e) of Decree 96/2026).
After the ERC: capital, bank account, licences and reports#
Receiving the ERC does not finish the job for a foreign-owned company in Vietnam. The usual next steps:
1. Publish the registration on the National Business Registration Portal and pay the fee (Article 32(1) of the Law on Enterprises). The 30 days in Article 32(3) is how long the information stays published, not a deadline to publish.
2. Company seal. The company decides the type, number, form and content of its seals, including a digital-signature seal (Article 43). There is no longer any seal notification procedure.
3. Foreign investment capital account and capital contribution. From 18 August 2026 Circular 38/2026/TT-NHNN replaces Circular 06/2019/TT-NHNN (Article 18(1) and (2)) and renames the account the "foreign investment capital account in Vietnam" (Article 3(3)); it was previously called the direct investment capital account (DICA). A company established by a foreign investor must use a foreign investment capital account (Article 6(1)(a)), and cash contributions must be transferred into it, in foreign currency or dong (Article 4(4)). Money sent before the IRC or ERC to pay pre-investment costs may later be converted into capital, into a foreign loan, or returned (Article 5(1) and (2)). Members and shareholders must contribute in full within 90 days of the ERC; an LLC that falls short must register the reduced charter capital within 30 days after the deadline (Article 47(2) and (4); Article 75(2) and (3) of the Law on Enterprises). Because the IRC also records a contribution schedule (Article 37(8)(a) of Decree 96/2026), keep the charter capital part of that schedule within 90 days so the two certificates do not conflict. For later increases see increase charter capital in Vietnam.
4. Tax. The ERC is also the tax registration certificate (Article 6(3) of Decree 168/2025). The business licence fee was abolished from 1 January 2026 (Article 10(7) of Resolution 198/2025/QH15).
5. Sector licences. The ERC is not a business licence, and a conditional line can only be operated once its conditions are met (Articles 6(3) and 33(2) of Decree 168/2025). From 18 October 2026, Decree 342/2026/ND-CP replaces Decree 09/2018/ND-CP (Article 45) and requires a foreign-invested company to hold a Business Licence for nine groups of activities, including retail distribution, logistics (other than committed subsectors), commercial intermediary services and intermediary e-commerce platforms (Article 5(1)), plus a Retail Outlet Licence for each shop (Article 5(2)). Until 17 October 2026 Decree 09/2018/ND-CP still applies, and files received before 18 October 2026 continue to be processed under it (Article 44(5) of Decree 342/2026). The provincial People's Committee where the head office is located issues it (Article 8(1)); it checks the file within 3 working days and the conditions within 10 working days, longer where the Ministries of Public Security and National Defence must be consulted (Article 12(2) and (3)). Other trading only needs to be registered on the IRC or ERC (Article 6(1)). See our business licences service.
6. People. The company must always have at least one legal representative residing in Vietnam, who must authorise someone in writing when leaving the country (Article 12(3) of the Law on Enterprises). Foreign staff usually need a work permit; the person responsible for establishing a commercial presence is not required to obtain one (Article 7(10) of Decree 219/2025/ND-CP). For other cases see work permit exemptions.
7. Investment reports. Every quarter and every year, the investor or company implementing the project reports to the investment registration authority and the statistics office through the National Investment Information System (Article 47(2)(a) and (3) of the Law on Investment). See investment reporting obligations.
With the IRC in hand, the company may amend its enterprise registration and open branches, representative offices and business locations without a new project, but new business lines must still meet the market access conditions (Article 73(1) and (2) of Decree 96/2026). A change to the main content of the project requires an amended IRC.
Questions about setting up a foreign-owned company in Vietnam#
Is there a minimum capital for a 100% foreign-owned company? Neither the Law on Investment nor the Law on Enterprises sets a general minimum. The IRC file must prove financial capacity (Article 32(1)(c) of Decree 96/2026), and some conditional sectors set their own capital requirements, so the figure depends on the sector and the size of the project.
Do I have to travel to Vietnam? No. You can authorise an agent to file, with electronic authentication or a passport copy (Article 12(5) of Decree 168/2025); the legal papers of a foreign organisation need consular legalisation or an Apostille, plus translation, in advance.
Can I use a Vietnamese nominee and take the shares over later? No. Owners, members and shareholders may not hold a contribution in someone else's name (Article 4(1) of Decree 168/2025, as amended by Article 1(1) of Decree 296/2026). Buying a genuine stake in an existing company is a separate lawful route with its own registration.
I am a Vietnamese citizen with a second nationality. Which rules apply? You may choose to be treated as a domestic or a foreign investor for market access and investment procedures; if you choose domestic treatment, you cannot exercise the rights of a foreign investor (Article 16(2) of Decree 96/2026).
LexData handles the full set-up of a foreign-owned company in Vietnam: checking the sector against Annex I, choosing IRC-first or ERC-first, preparing the files and the list of documents to obtain abroad, following both certificates to issue and scheduling the post-licence steps. See our service for company formation in Vietnam.
